EXHIBIT 6.(h)
UNITED NETWORK MARKETING SERVICES, INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT dated as of May 15, 1999 (the "Agreement"), by and
among UNITED NETWORK MARKETING SERVICES, INC., a New York corporation doing
business at 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, ACCESS: NEWAGE CORPORATION, a
New Jersey corporation doing business at 000 X. 00xx Xxxxxx, Xxx Xxxx, X.X.; and
the SHAREHOLDERS OF ACCESS: NEWAGE CORPORATION, listed on Exhibit B hereto "the
shareholders".
WITNESSETH:
WHEREAS, United Network Marketing Services, Inc. ("UNMS") is developing its
web assets and interested in expanding its community of New Age Web assets
WHEREAS, Access: NewAge Corporation ("XXX") is primarily in the business of
promoting and offering products and services on its website XxxxxxXxxXxx.xxx and
is interested in a obtaining capital for the Company.
The purpose of this Agreement is to effect the acquisition by UNMS,
("Buyer") of 50% of the outstanding shares of the capital stock of XXX (the
"Company" or Seller"). The principal terms of the purchase and sale would be as
follows:
I. The Buyer hereby purchases 100 shares of the common stock, par value $1
per share, of the Seller (the "Seller Stock") which will represent 50% of all
equity outstanding, in consideration for $17,000. In addition, as part of the
agreement UNMS is lending to XXX $8,000 payable on 5/15/02. The interest rate is
8% and is payable semiannually. The entire $25,000 will be wired to XXX at the
closing. The company is hereby delivering duly executed certificates
representing the seller stock to the Buyer. At the time of the closing of the
Merger (the "Closing") the Seller would have outstanding a total of 200 shares,
with no other stock, warrants, or options outstanding.
II. The Company is responsible for, and will pay, any and all applicable
sales taxes, transfer taxes and similar charges arising with respect to the
Company as a result of the Stock Purchase.
III. This Stock Purchase is subject to representations and warranties and
indemnifies as described in Exhibit A attached hereto and made a part hereof
(which survive the closing).
IV. Directors and Officer of the Surviving Corporation.
The initial directors of the Surviving Corporation
immediately following the Effective Date shall consist of five
(5) directors, as follows: (i) Xxxxx Xxxxxxxx, Chairman,
President and CEO, (ii) Xxxxxx Xxxxxx, VP Technology (iii)
Xxxxxxxx Xxxxxxx (iv) Xxxx Xxxxxxx and (v) Xxxxx Xxxx. buyer and
the shareholders agree to vote all shares held by them and take
all such other action as may be reasonably required to cause the
election of the foregoing persons as the directors of the
company.
V. Each of the parties hereto hereby represents and warrants to the other
parties hereto that it or he has done nothing to incur any obligation or
liability for a finder's fee, commission, brokerage fee or like payment in
connection with the transactions contemplated hereby.
VI. Buyer and the Company shall consult with each other prior to issuing
any press release or otherwise making any public statement with respect to the
contents of this document or other transactions that are contemplated, and none
of the parties hereto shall issue any such press release or make any such public
statement prior to such consultation.
If the foregoing is in accordance with your understanding, please so
acknowledge by signing the enclosed copy of this letter and returning it to
the undersigned.
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EXHIBIT A
Warranties and Covenants that Survive Closing
Representations and Warranties
XXX represents and warrants to Buyer as follows:
1. Organization, Standing and Power
(a) Seller is a company duly organized, validly existing and in good
standing under the laws of New York, with full power and authority to (i) own,
lease and operate its properties, (ii) carry on the Business and (iii) execute
and deliver, and perform under this Agreement and each other agreement and
instrument to be executed and delivered by it pursuant hereto.
2. Capitalization
All issued shares of XXX Common Stock have been duly authorized, validly
issued and outstanding and are fully paid and nonassessable owned or record and
beneficially by Seller and the other shareholders listed on Schedule C. There
are not outstanding options, warrants, rights, puts, calls, commitments,
exchange, conversion rights, plans or other agreements of any character to which
XXX is a party or otherwise bound which provide for the acquisition, disposition
or issuance of any issued but not outstanding, or authorized and unissued
shares, of XXX Common Stock. There is no personal liability, and there are no
preemptive or similar rights, attached to the XXX Common Stock. There are no
outstanding obligations, contingent or other, of XXX to purchase, redeem or
otherwise acquire any capital stock of XXX. There are not voting trust
agreements or other contracts, agreements, arrangements, commitments, plans or
understandings restricting or otherwise relating to voting, dividend or other
rights with respect to the capital stock of XXX.
3. LIABILITIES AND FINANCIAL PERFORMANCE
The company had no liabilities other than as disclosed on its balance
sheet, except for the termination agreement of Xxxxxxx X. Xxxxx.
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4. The Company had a deficit net worth not greater than ($13,534) as of
March 31, 1998; the Company had sales of at least $6,000 and income of $1,010
for quarter ended March 31, 1999, in each case as determined in accordance with
generally accepted accounting practices.
5. LITIGATION
There are not suits or actions, civil or administrative, arbitration or
other proceedings or governmental investigations, pending or threatened, against
or relating to XXX, the Acquired Stock, this Agreement, the transactions
contemplated hereby, the Business or any of the Assets. There are not judgments,
orders, stipulations, injunctions, decrees or awards in effect which relate to
XXX, the Acquired Stock, this Agreement, the transactions contemplated hereby,
the Business or any of the Assets, the effect of which is materially adverse to
the Business or any of the Assets.
6. TAX MATTERS
(a) XXX have filed with the appropriate governmental agencies all tax
returns and reports required to be filed by it, and has paid in full or
contested in good faith or made adequate provision for the payment of, Taxes (as
defined herein) shown to be due or claimed to be due on such tax returns and
reports. The provisions for Taxes which will be set forth on the latest balance
sheet included in the XXX Financial Statements include adequate provisions for
the payment in full of any and all Taxes for which XXX is or could be liable. As
used herein the term taxes means all Federal State & Local income, sales,
franchise, use or other taxes of any nature.
7. AGREEMENTS
There are not agreements or arrangements in place between XXX, its
employees, or other entities, other than the termination agreement with Xxxxxxx
X. Xxxxx which had already been delivered to Buyer.
8. INDEMNIFICATION
0.1. 0.1. XXX, hereby indemnify and agree to defend and hold harmless Buyer
from and against any and all
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losses, obligations, deficiencies, liabilities, claims, damages, costs and
expenses (including, without limitation, the amount of any settlement entered
into pursuant hereto, and all reasonable legal and other expenses incurred in
connection with the investigation, prosecution or defense of any matter
indemnified pursuant hereto) which it may sustain, suffer or incur and which
arise out of, are caused by, relate to, or result or occur from or in connection
with (i) any misrepresentation of a material fact contained in any
representation of XXX, (ii) the breach by XXX of any warranty or covenant made
herein, or (iii) any claim, demand, suit, action, proceeding or investigation
whatsoever by any creditor or security holder of XXX or any administrative or
governmental entity or agency relating to the consummation of the transactions
contemplated herein. The foregoing indemnification shall also apply to direct
claims by Buyer against XXX.
United Network Marketing Services, Inc.
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx,
Chairman of the Board
Agreed to and Accepted as of the date written above;
Access: NewAge Corporation
By The Shareholders:
/s/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx
/s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
/s/ XXXXXXXX XXXXXXX
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Xxxxxxxx Xxxxxxx
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